Corporate Governance System

The term "corporate governance" refers to the management and control system of the Company, which is a set of rules and procedures for the effective and efficient management of the Company, aimed to creation of value for shareholders in the medium - long term, taking into account the interests of other stakeholders.

The corporate governance system of Poste Italiane takes into account the general and special applicable legislation, the principles and recommendations included in the Corporate Governance Code for listed companies to which Poste Italiane adheres, and the best practices.

Poste Italiane is a public company and its shares are listed on the Italian Stock Exchange managed by Borsa Italiana S.p.A.. Poste Italiane has a traditional governance model in which powers are divided between the Board of Directors and the Board of Statutory Auditors. The accounts are reviewed by an external auditing firm and the financial management is checked by the Court of Auditors as required by Italian Law no. 259 of 21 March 1958. This is done by a Member of the Court of Auditors, who attends the meetings of the Board of Directors and of the Board of Auditors.

The Shareholders’ Meeting has the task to take the most significant decisions affecting the business of the Company. These include appointing and removing the Board of Directors, the Board of Statutory Auditors and their Chairmen, as well as the audit firm, establishing their compensation and approving the Company's financial statements. Furthermore, the Shareholders’ Meeting approves amendments to the By-laws and extraordinary operations, such as capital increases, mergers and demergers.

The Board of Directors is made up of 9 members and meets on a monthly basis to examine and deliberate on the running of the Company, its financial results, proposals concerning organisational models and operations of strategic importance. In accordance with the Italian Civil Code, the Board of Directors delegated part of its managing powers to the Chief Executive Officer and appointed three internal Committees with consultative and proactive functions.

Whilst both the Chief Executive Officer and the Chairman may act on behalf of the Company, their roles are clearly separated.

The Board of Statutory Auditors is made up of 3 acting members and 3 alternate members appointed by the Shareholders’ Meeting. It oversees compliance with the Law, Corporate By-Laws and principles of good management, in particular the adequacy and effective functioning of the organisational, administrative and accounting system adopted by the Company.

The share “Poste Italiane” is listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. as from October 27, 2015. Therefore, in 2016 the Company approved – pursuant to art. 123-bis of the Legislative Decree of February 24, 1998, n. 58 – the report on corporate governance and ownership structure related to the fiscal year 2015.